CERO THERAPEUTICS Undergoes Major Corporate Restructuring

TL;DR

**CERO THERAPEUTICS just completed a major acquisition and corporate overhaul, expect big changes!**

AI Summary

CERO THERAPEUTICS HOLDINGS, INC. (formerly Phoenix Biotech Acquisition Corp.) filed an 8-K on February 15, 2024, reporting events as of February 13, 2024. The filing indicates an entry into a material definitive agreement, completion of an acquisition or disposition of assets, and changes in control of the registrant. It also notes changes in directors or officers and amendments to articles of incorporation or bylaws, suggesting a significant corporate restructuring or transaction.

Why It Matters

This filing signals a significant strategic shift for CERO THERAPEUTICS, potentially impacting its future operations, ownership structure, and market position in the biological products sector.

Risk Assessment

Risk Level: high — The filing indicates multiple significant corporate changes, including an acquisition, changes in control, and amendments to bylaws, which inherently carry high integration and operational risks.

Key Players & Entities

• CERO THERAPEUTICS HOLDINGS, INC. (company) — Registrant
• Phoenix Biotech Acquisition Corp. (company) — Former company name
• 03 Life Sciences (company) — Organization name
• February 13, 2024 (date) — Conformed period of report
• February 15, 2024 (date) — Filed as of date

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share CERO NASDAQ Global Marke
• $9.4 million — roceeds to the Company of approximately $9.4 million pursuant to the Securities Purchase Agr
• $25.0 million — up to the lesser of (i) an aggregate of $25.0 million of newly issued shares of Common Stock
• $1.00 — ommon Stock is equal to or greater than $1.00 (the " Purchase Date "), the Company ma
• $12.50 — price of Common Stock equals or exceeds $12.50 per share (as adjusted for stock splits

Filing Documents

• ea193687-8k_phoenix.htm (8-K) — 204KB
• ea193687ex3-1_phoenix.htm (EX-3.1) — 35KB
• ea193687ex3-2_phoenix.htm (EX-3.2) — 183KB
• ea193687ex10-7_phoenix.htm (EX-10.7) — 204KB
• ea193687ex10-9_phoenix.htm (EX-10.9) — 174KB
• ea193687ex10-11_phoenix.htm (EX-10.11) — 143KB
• ea193687ex10-12_phoenix.htm (EX-10.12) — 71KB
• ea193687ex21-1_phoenix.htm (EX-21.1) — 2KB
• ea193687ex99-1_phoenix.htm (EX-99.1) — 191KB
• 0001213900-24-014197.txt ( ) — 1674KB
• pbax-20240213.xsd (EX-101.SCH) — 4KB
• pbax-20240213_def.xml (EX-101.DEF) — 28KB
• pbax-20240213_lab.xml (EX-101.LAB) — 38KB
• pbax-20240213_pre.xml (EX-101.PRE) — 26KB
• ea193687-8k_phoenix_htm.xml (XML) — 8KB

Business

Business Combination On February 14, 2024 (the " Closing Date "), Phoenix Biotech Acquisition Corp., a Delaware corporation (" PBAX " and, after the consummation of the Business Combination (as defined below), the " Company "), completed the previously announced acquisition of CERo Therapeutics, Inc., a Delaware corporation (" CERo "), pursuant to the business combination agreement and plan of reorganization, dated as of June 4, 2023, as amended by Amendment No. 1, dated as of February 5, 2024 (" Amendment No. 1 "), and Amendment No. 2, dated as of February 13, 2024 (" Amendment No. 2 "), by and between PBCE Merger Sub, Inc., a Delaware corporation (" Merger Sub "), PBAX and CERo (as amended, the " Business Combination Agreement "). On the Closing Date, as contemplated by the Business Combination Agreement and described in the section titled " The Business Combination " beginning on page 126 of the final prospectus and definitive proxy statement, dated January 22, 2024 (the " Proxy Statement/Prospectus "), as amended by Supplement No. 1 dated February 6, 2024 (" Supplement No. 1 " and, together with the Proxy Statement/Prospectus, the " Amended Proxy Statement/Prospectus "), Merger Sub merged with and into CERo, with CERo surviving as a wholly-owned subsidiary of the Company (the " Surviving Company ") and PBAX changed its corporate name to "CERo Therapeutics Holdings, Inc." (the " Business Combination "). At the effective time of the Business Combination (the " Effective Time "), (i) each outstanding share of CERo common stock, par value $0.0001 per share (the " CERo common stock "), was cancelled and converted into the right to receive shares of common stock, par value $0.0001 per share (" Common Stock ") of the Company; (ii) each outstanding option to purchase CERo common stock (each, a " CERo option ") was converted into an option to purchase shares of Common Stock; (iii) each outstanding share of CERo preferred stock, par value $0.0001 per share (the " CE

01

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in the "Explanatory Note" of this Report is incorporated by reference into this Item 2.01. FORM 10 INFORMATION Item 2.01(f) of Form 8-K states that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")), as CERo Therapeutics Holdings, Inc. was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, CERo Therapeutics Holdings, Inc. has ceased to be a shell company. Accordingly, CERo Therapeutics Holdings, Inc. is providing the information below that would be included in a Form 10 if CERo Therapeutics Holdings, Inc. were to file a Form 10. Please note that the information provided below relates to CERo Therapeutics Holdings, Inc. after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking Statements This Report contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations of the Company. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Report, words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "st

Business

Business The business of the Company is described in the Proxy Statement/Prospectus in the section titled " Business of CERo and Information About CERo " beginning on page 187, which is incorporated herein by reference. Risk Factors The risks associated with the Company's business are described in the Proxy Statement/Prospectus in the section titled " Risk Factors " on pages 25-83, as modified by Supplement No. 1 in the section titled " Supplemental Risk Factors Disclosure " beginning on page 19 and are incorporated herein by reference. Financial Information The (i) unaudited condensed consolidated financial statements of CERo as of September 30, 2023 and for the periods ended September 30, 2023 and December 31, 2022 are set forth beginning on page F-62 of the Proxy Statement/Prospectus, and are incorporated herein by reference and (ii) audited consolidated financial statements of CERo as of and for the years ended December 31, 2022 and 2021 are included in the Proxy Statement/Prospectus beginning on page F-44 of the Proxy Statement/Prospectus, which are incorporated herein by reference. The unaudited pro forma condensed combined financial information of the Company and CERo as of and for the three months ended September 30, 2023 and for the year ended December 31, 2022 is set forth in Exhibit 99.1 and is incorporated herein by reference. The information set forth in Item 9.01 of this Report concerning the financial information of CERo is incorporated by reference. Management's Discussion and Analysis of Financial Condition and Results of Operations The Management's Discussion and Analysis of Financial Condition and Results of Operations of CERo for the years ended December 31, 2022 and 2021 and for the three months ended September 30, 2023 and 2022 is included in the Proxy Statement/Prospectus beginning on page 333 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Quantitative and Qualitati

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View this 8-K filing on SEC EDGAR